Here are the DEF 14A proxy statements from ICU Medical Inc (ICUI) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow ICUI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ICUI filings page.
ICU Medical is asking stockholders to elect seven directors, ratify Deloitte & Touche as auditor, approve executive pay on an advisory basis, and vote on several governance changes at its 2026 virtual annual meeting.
The board seeks amendments to adopt simple majority voting and give stockholders owning at least 25% of shares the right to call special meetings, while recommending against a stockholder proposal for a 10% special meeting right. Pay programs emphasize performance: in 2025, about 86% of named executive officers’ target compensation was variable, driven by Adjusted EBITDA, Free Cash Flow and multi‑year performance‑based RSUs. Despite revenue of $2.23 billion declining 6.3%, Adjusted EBITDA rose to $403.8 million and Adjusted diluted EPS increased to $7.75, supporting 150% of target annual bonuses. CEO total 2025 compensation was about $6.45 million, with base salary held flat and significant equity awards tied to multi‑year financial goals.